ex10-54.htm


    Exhibit
10.54

     

    AMENDMENT
NO. 1

    TO

    SECURITIES
PURCHASE AGREEMENT

    


    This Amendment No. 1 to Securities
Purchase Agreement (the “Amendment”) is made
as of this 30th day of October 2009, by and among India Globalization Capital,
Inc., a Maryland corporation (the “Company”) and the
Purchasers.  Capitalized terms used herein, unless otherwise defined
herein, shall have the meanings ascribed to them in that certain Securities
Purchase Agreement, dated September 14, 2009, by and among the Company and the
Purchasers (the “Agreement”).

    


    WHEREAS, the Company and the
Purchasers desire to amend the Agreement as specified in this Amendment to
further provide for the rights of the respective parties
thereunder;

    


    WHEREAS, pursuant to
Section 5.5 of the Agreement, an amendment to the Agreement may be made
with the written consent of the Company and the Purchasers holding at least 51%
in interest of the Shares then outstanding;

    


    WHEREAS, the undersigned
represent Purchasers holding at least 51% in interest of the Shares outstanding;
and

    


    NOW, THEREFORE in
consideration of the foregoing and the promises and covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and intending to be legally bound hereby the undersigned
hereby agree as follows:

    
       

      1.The
following amendments shall be made to the Agreement:

    

     

    (a)           Section
4.11 of the Agreement is amended and restated to read in its entirety as
follows:

     

    “4.11 Participation in Future
Financing.  [Intentionally omitted.]”

     

    (b)           Section
4.12 of the Agreement is amended and restated to read in its entirety as
follows:

     

    “4.12 Subsequent Equity
Sales.   [Intentionally omitted.]”

     

    (c)           Section
4.16 of the Agreement is amended and restated to read in its entirety as
follows:

     

    “4.16 Capital
Changes.  [Intentionally omitted.]”

     

    2.           All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof.  

     

    3.           This
Amendment may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    4.           Except
to the extent amended hereby, the terms and provisions of the Agreement shall
remain in full force and effect.

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    IN WITNESS WHEREOF, the parties have
executed this Amendment No. 1 to Securities Purchase Agreement as of the day and
year first above written.

     

    


    INDIA
GLOBALIZATION CAPITAL, INC.

     

    


    By:/s/Ram
Mukunda___________________

    Name:  Ram
Mukunda

    Title:    Chief
Executive Officer and President

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    PURCHASER
COUNTERPART SIGNATURE PAGES TO AMENDMENT NO. 1 TO SECURITIES PURCHASE
AGREEMENT

    


    IN
WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

    Name of
Purchaser:  Lee Gulash

    


    /s/Lee
Gulash                                                    


    Signature of Authorized Signatory of
Purchaser:

    


    _________________________________

    Name of
Authorized Signatory:

    


    _________________________________

    Title of
Authorized Signatory:

    


    3,000_____________________________                                                                                                             

    Shares of
the Registered Direct held by Purchaser as of October 30, 2009

    


    11/19/09                                                                

    Date

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    PURCHASER
COUNTERPART SIGNATURE PAGES TO AMENDMENT NO. 1 TO SECURITIES PURCHASE
AGREEMENT

    


    IN
WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

    Name of
Purchaser:  Robert E. Badding

    


    /s/Robert E.
Badding                                       
                  


    Signature of Authorized Signatory of
Purchaser:

    


    _________________________________

    Name of
Authorized Signatory:

    


    _________________________________

    Title of
Authorized Signatory:

    


    5,000_____________________________

    Shares of
the Registered Direct held by Purchaser as of October 30, 2009

    


    11/20/009                                                                           

    Date

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    PURCHASER
COUNTERPART SIGNATURE PAGES TO AMENDMENT NO. 1 TO SECURITIES PURCHASE
AGREEMENT

    


    IN
WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

    Name of
Purchaser: Gary L. Derscheid

    


    /s/Gary L.
Derscheid                                         

    Signature of Authorized Signatory of
Purchaser:

    


    _________________________________          


    Name of
Authorized Signatory:

    


    __________________________________

    Title of
Authorized Signatory:

    


    10,000                                                                     


    Shares of
the Registered Direct held by Purchaser as of October 30, 2009

    


    11/18/09                                                      

    Date